Common use of Mandatory Shelf Registration Clause in Contracts

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”).

Mandatory Shelf Registration. (i) As set forth in Section 5 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following the date hereof, and of the consummation of a Qualified Investment Transaction (but in no event later than February 11, 2015 the date that is one hundred eighty (180) days after the consummation of a Qualified Investment Transaction) a shelf Registration Statement on Form S-1 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale of any Registrable Shares pursuant to Rule 415, of all of 415 from time to time by the Mandatory Shelf Securities Holders (the a “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable best efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep initial filing thereof (and in any event within (i) if the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under is reviewed by the Securities Act until Commission, the earlier of (Ax) one hundred eighty (180) days following the date when all filing of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been soldand (y) ten (10) Business Days after the Company is notified by the Commission that the Commission has completed such review and is willing to declare such Shelf Registration Statement effective and (ii) if the Company is notified by the Commission that the Shelf Registration Statement is not going to be reviewed by the Commission (and not subsequently notified that the Commission has reversed its decision), twenty (B20) Business Days after the date on which Company is notified by the Non-Affiliated Holders own, in Commission that such Shelf Registration Statement will not be reviewed). Any Shelf Registration Statement shall provide for the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (Cincluding, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the date on which Holders of any and all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)Shares.

Mandatory Shelf Registration. Subject to any limitations or restrictions set forth in Section 3, at such time as the Company shall have qualified for the use of a Shelf Registration Statement, a holder of Registrable Securities shall have the right to request the registration under the Securities Act of all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the a “Mandatory Shelf Filing DateRegistration”). Such request for a Mandatory Shelf Registration shall specify the number of Registrable Securities requested to be included in the Mandatory Shelf Registration. Upon receipt of any such request, the Company shall use its reasonable efforts promptly (but in no event later than five Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities, if any, who shall then have 10 days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with or confidentially submit to the Commission a Shelf Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of covering all of the Mandatory Shelf Registrable Securities (that the “holders thereof have requested to be included in such Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be within 45 days after the date on Form S-1 (or any equivalent or successor form) under which the Securities Act (or to the extent the Company initial request is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company given and shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after thereafter. Each Shelf Registration Statement shall provide for the Mandatory resale pursuant to any method or combination of methods legally available to, and requested by, the holders of Registrable Securities. After the filing of a Shelf Filing Date. The Registration Statement, and until all Registrable Securities covered by such Shelf Registration Statement have ceased to be Registrable Securities, the Company shall use its commercially reasonable efforts to keep the Mandatory ensure that such Shelf Registration Statement (or any successor Shelf Registration Statement) remains continuously effective under the until all Registrable Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement registered thereby have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)sold or otherwise disposed of.

Mandatory Shelf Registration. (i) As soon as practicable following the date set forth in Section 4 hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall agrees to use its reasonable best efforts to prepare and file with the Commission as soon as reasonably practicable, but in no event later than November 3, 2006, a Registration Statement shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such registration statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of the Mandatory Shelf Securities (exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Shares which is then pending as to the effect that the effectiveness of the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under could reasonably be expected to have on the Securities Act until the earlier of (A) the date when all marketing of the Mandatory Shelf Securities covered initial public offering. Such commercially reasonable efforts shall include, without limitation, responding to any comments issued by the staff of the Commission with respect to any Registration Statement and filing any related amendment to such Registration Statement as soon as reasonably practicable after receipt of such comments. The Mandatory Shelf Registration Statement have been sold, (B) shall provide for the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (Cincluding, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the internet) by the date on which Holders of any and all of Registrable Shares. In the event the Mandatory Shelf Securities cease to be Registrable Securities hereunder Registration Statement is not filed with the Commission by November 3, 2006 (such periodthe “Trigger Date”), the “Manager and/or its affiliates shall forfeit the base management fee it is entitled to receive pursuant to the Management Agreement in respect of the period from and after the Trigger Date until the Mandatory Shelf Effectiveness Period”)Registration Statement is filed and all incentive allocations and corresponding distributions under the LP’s partnership agreement due to the Manager and/or its affiliates will be deferred from and after the Trigger Date until the Mandatory Shelf Registration Statement is filed.

Mandatory Shelf Registration. The Company agrees to file with the SEC, in no event later the six month anniversary of the date hereof (i) As soon as practicable following provided, that if the Company is eligible to file a registration statement on Form S-3, then such filing shall be made no later than the three month anniversary of the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), a shelf registration statement on Form S-3 or such other form under the Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415, 415 from time to time by the Holders of any and all of the Mandatory Shelf Registrable Securities (including the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The ; provided, however, that the Company will not file a registration statement on its behalf prior to filing the Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form)Statement. The Company shall use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as soon as reasonably practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep following such filing; provided, however, that if the Mandatory Shelf Registration Statement is not declared effective by the SEC on or prior to the nine month anniversary of the date hereof then the Company shall pay to each Investor an amount in cash equal to one and one-half percent (or any successor Shelf Registration Statement1.5%) continuously effective under of (i) the Securities Act number of Series A Preferred held by such Investor as of such date, multiplied by (ii) the purchase price paid by such Investor for such Series A Preferred then held; and on every monthly anniversary thereof until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been soldis declared effective by the SEC; provided further, (B) however, that if the date on which SEC, by written or oral comment or otherwise, limits the Non-Affiliated Holders ownCompany’s ability to request effectiveness, in or prohibits the aggregateeffectiveness of, the Mandatory Shelf Registration Statement with respect to any or all the Registrable Securities pursuant to Rule 415, it shall not be a number of shares of Common Stock which represents less than 1% of breach or default by the total number of shares of Common Stock issued Company under this Agreement and outstanding at shall not be deemed a failure by the Company to use reasonable best efforts and no such penalty shall be due and payable. Any Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (Cincluding, without limitation, an underwritten offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the Internet) by the date on which Holders of any and all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)Securities.

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the The Company shall use its reasonable best efforts, at its sole expense, to file with the Commission prior to the expiration of the Lock Up Period, a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company providing for (a) the exchange, from time to time, of all JGWPT Holdings Common Interests held by any Stockholder other than PGHI for Class A Shares and (b) the resale, pursuant to Rule 415 under the Securities Act from time to time, of (i) such Class A Shares received upon such exchange by such Stockholders and (ii) Class A Shares received by PGHI either upon conversion of Class C Shares or upon exercise of the warrants granted by the Company to PGHI pursuant to the two Warrant Agreements, each dated as of November 14, 2013 (the “Shelf Registration Statement”). The Company will notify each such Stockholder, within five (5) business days after the date on which the Shelf Registration Statement is first filed with the Commission, of the filing. The Company will use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after such filing, subject to Section 2.6(d). The Company further agrees to prepare and file with the Commission a Registration Statement providing for such amendments and supplements to such registration statement and resalethe prospectus used in connection therewith as may be necessary to keep such registration statement effective, on a continuous or delayed basis pursuant subject to Rule 415Section 2.6(d), until all Registrable Securities included in such registration statement have been sold thereunder in accordance with the method of distribution set forth therein and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (disposition or any equivalent or successor form) Rule 144 under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor formrule). The Company shall use its reasonable efforts to cause filing of the Mandatory Shelf Registration Statement to be declared effective under will not affect the inclusion of any Registrable Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf in any other Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)hereunder.

Mandatory Shelf Registration. (i) As soon as practicable following At any time on or after the date hereofthat is 270 days after the Closing Date, upon the written request (a "Notice") of any of (a) Alerian Opportunity Partners IV, L.P. ("Alerian"), (b) Swank MLP Convergence Fund, LP, Swank Investment Partners, LP, The Cushing MLP Opportunity Fund I, LP and no later than February 11The Cushing GP Strxxxxxxx Fund, 2015 LP (such filing datecollectively, "Swank") or (c) xxx Xolders of a majority of the then outstanding Registrable Securities, the “Mandatory Shelf Filing Date”), the Company Partnership shall use its reasonable efforts to prepare and file with the Commission as soon as reasonably practicable following the Notice (but in no event later than the date that is 90 days after the Notice) a shelf Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) such other form under the Securities Act (or then available to the extent Partnership providing for the Company resale of any Registrable Securities pursuant to Rule 415 from time to time by the Holders (a "Shelf Registration Statement"), provided that if the Partnership is eligible working toward the filing of a registration statement for an IPO ("IPO Registration Statement") at the time of the receipt of the Notice and the Partnership uses its commercially reasonable efforts to use Form S-3 file and actively pursues the filing of the IPO Registration Statement with the Commission, the Partnership shall not be required to file the Shelf Registration Statement with the Commission until the Partnership files the IPO Registration Statement. If the Partnership abandons or any equivalent or successor form or formsfails to actively pursue the filing of the IPO Registration Statement during this period in the reasonable judgment of Alerian and Swank, on Form S-3 or any comparable or successor form)the Partnership shall file the Shelf Registration Statement with the Commission within 60 days after receipt of written notice from Alerian and Swank. The Company Partnership shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under by the Commission within 210 days after the initial filing of the Shelf Registration Statement, provided that sales pursuant to the Shelf Registration Statement shall be subject to the restrictions in Section 2(d)(iv) to the extent applicable. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Holders of any and all Registrable Securities. Subject to the other provisions of this Agreement, the Partnership shall cause the Shelf Registration Statement filed pursuant to this Section 2(a)(i) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders and that it conforms in all material respects to the requirements of the Securities Act by during the Commission as soon as practicable after entire period beginning on the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep date the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously is first declared effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date and ending on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Registrable Securities cease have ceased to be Registrable Securities hereunder (such period, the “Mandatory Shelf "Effectiveness Period”").. The Partnership may exclude Registrable Shares from a Shelf Registration Statement if required by the Commission in order for the Commission to declare the Shelf

Mandatory Shelf Registration. (i) As The Company shall use its reasonable efforts to prepare and file with the Commission, as soon as practicable following the date hereof, and no later than February 11, 2015 sixty (60) days after the date hereof (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after on or before the date that is ninety (90) days the Mandatory Shelf Filing DateDate of the filing (or, in the event of a “full review” by the Commission, the date that is one hundred twenty (120) days after the date of the filing). The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities sold or cease to be Registrable Securities hereunder and (B) one (1) year after the Effective Date (such period, the “Mandatory Shelf Effectiveness Period”).

Mandatory Shelf Registration. Not later than the Filing Deadline, the Company shall prepare and file with the Commission an initial shelf Registration Statement on Form S-3, or equivalent if Form S-3 is unavailable to the Company (ior any successor form) As or a shelf Registration Statement on Form S-1 to the extent Form S-3 is unavailable to register all Registrable Securities, covering the resale by the Investors of all of the Registrable Securities held by the Investors, so as to permit the resale of such Registrable Securities by the Investors under Rule 415 under the Securities Act on a delayed or continuous basis at then prevailing market prices or at privately negotiated prices or as otherwise permitted by law (the “Initial Registration Statement”). Such initial Registration Statement shall name any Investor requesting inclusion therein (it being acknowledged and agreed that the Investors as of the date hereof request inclusion in the Initial Registration Statement) as a selling shareholder and provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Investors named therein. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the Commission as promptly as practicable, and in any event not later than by the Effectiveness Deadline. In the event the Company files a Registration Statement on Form S-1, as soon as practicable following the date hereofCompany qualifies for, and no later than February 11is able to include all Registrable Securities on, 2015 (such filing date, the “Mandatory Shelf Filing Date”)Form S-3, the Company shall use its commercially reasonable efforts to prepare and file with (i) convert the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or and any equivalent or successor formNew Registration Statement) under the Securities Act (or to the extent the Company is eligible to use a Form S-3 Registration Statement or any equivalent or successor form or forms, on (ii) file a Form S-3 or any comparable or successor form). The Registration Statement, as the case may be, in each case, as soon as practicable; provided that the Company shall use its commercially reasonable efforts to cause maintain the Mandatory Shelf effectiveness of the Registration Statement to be then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)Commission.

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11July 31, 2015 2021 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after on or before the date that is ninety (90) days the Mandatory Shelf Filing Date. Date of the filing (or, in the event of a “full review” by the Commission, the date that is one hundred twenty (120) days after the date of the filing).. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities sold or cease to be Registrable Securities hereunder and (B) one (1) year after the Effective Date (such period, the “Mandatory Shelf Effectiveness Period”). The Investors agree that the Company may include for registration and resale in the Mandatory Shelf Registration Statement the shares of Common Stock that it is required to register pursuant to that certain Securities Purchase Agreement, dated as of June 18, 2020, among the Company and the purchasers party thereto.

Mandatory Shelf Registration. (i) As soon as practicable following the date set forth in Section 4 hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts agrees to prepare and file with the Commission or amend no earlier than the later of (i) May 29, 2007 and (ii) 10 days after the Company receives authorization from the U.S. Federal Regulatory Commission for the proposed application of the net proceeds of the Private Placement, a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale of any Registrable Shares pursuant to Rule 415, of all of 415 from time to time by the Mandatory Shelf Securities Holders (the a “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory filing. Any Shelf Filing DateRegistration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Shares. The Notwithstanding anything set forth in this Agreement, in the event that the Shelf Registration Statement is also being used to provide for the resale of November Registrable Shares and the Commission requires that the Shelf Registration Statement be amended in order to reduce the number of shares registered thereunder, any shares included in the Shelf Registration Statement shall be allocated first, to the November Registrable Shares, and second, to the Registrable Shares. In the case of any Registrable Shares not registered with the November Registrable Shares, the Company shall will, in a manner consistent with the November Agreement, use its commercially reasonable efforts to keep the Mandatory file another Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under take such other steps as necessary to provide for the Securities Act until the earlier of (A) the date when all resale of the Mandatory Shelf Securities covered by Registrable Shares and use its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, declared effective by the “Mandatory Shelf Effectiveness Period”)Commission as soon as possible after the filing.

Mandatory Shelf Registration. (i) As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following but in no event later than 270 days from the date hereof, and no later than February 11, 2015 (a Shelf Registration Statement on Form S-11 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such Shelf Registration Statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of the Mandatory Shelf Securities (exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The ; provided, however, that if the Company files the IPO Registration Statement (as defined below) prior to the time the Mandatory Shelf Registration Statement is filed, the Company shall be on Form S-1 file the Mandatory Shelf Registration Statement as soon as practicable, but in no event later than (a) in the case of withdrawal or any equivalent or successor form) under abandonment of the Securities Act (or offering pursuant to the extent IPO Registration Statement, the Company date which is eligible thirty (30) days after the earlier of the withdrawal or abandonment of the offering pursuant to use Form S-3 the IPO registration Statement or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form)(b) the date ninety (90) days after the consummation of the offering pursuant to the IPO Registration Statement. The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. In the event the Mandatory Shelf Registration Statement is not filed with the Commission within 270 days from the date hereof (or any successor Shelf Registration Statement) continuously effective under the Securities Act “Trigger Date”), the Manager shall forfeit the base management fee it is entitled to receive pursuant to the Management Agreement for a period commencing from and after the Trigger Date until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) is filed and the date on which Company shall defer all incentive fee payments to be paid to the Non-Affiliated Holders own, in Manager pursuant to the aggregate, a number of shares of Common Stock which represents less than 1% of Management Agreement from and after the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of Trigger Date until the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)Registration Statement is filed.

Mandatory Shelf Registration. (i) As soon as practicable following After the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”)IPO, the Company shall use its reasonable best efforts to prepare qualify and remain qualified to register securities under the Securities Act pursuant to Form S-3 or any successor form thereto. As soon as practicable after the date on which the Company first becomes eligible to register the resale of securities of the Company pursuant to Form S-3 under the Securities Act, but no later than thirty (30) days after such date unless required to be postponed pursuant to Section 2(b) hereof, the Company shall file with the Commission SEC a Shelf Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration StatementRegistration”). The Mandatory ) with respect to all then Registrable Common Stock; provided, however, the Company shall not be required to file the Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or prior to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or formsOctober 9, on Form S-3 or any comparable or successor form)2014. The Company shall use its reasonable best efforts to (i) cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier initial filing of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, and (Bii) maintain the date on which the Non-Affiliated Holders own, in the aggregate, a number effectiveness of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such timeMandatory Shelf Registration Statement, and a current prospectus relating thereto, until the earliest to occur of (Cx) the date on which all of the Registrable Common Stock included in such Mandatory Shelf Securities cease to be Registrable Securities hereunder (Registration has been disposed of in accordance with such period, the “Mandatory Shelf Effectiveness Period”)Registration Statement, or (y) the date on which it is distributed to the public by a Holder pursuant to Rule 144 promulgated by the SEC pursuant to the Securities Act.

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the The Company shall use its commercially reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, the resale of any or all of such Registrable Securities (but not involving any underwritten offerings) on a continuous or delayed basis pursuant to “shelf” Form N-2 under Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) 415 under the Securities Act (or to the extent “Registration Statement”) within 30 days after the Company is eligible to use Form S-3 or any equivalent or successor form or formsdate hereof, on Form S-3 or any comparable or successor form). The Company and shall use its commercially reasonable efforts to cause the Mandatory Shelf such Registration Statement to be declared effective under the Securities Act by the Commission as soon as reasonably practicable after thereafter; provided, however, that the Mandatory Shelf Filing DateCompany shall have the right to defer such filing for up to thirty (30) days if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its security holders for such Registration Statement to be effected at such time. The Company shall use its commercially reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier earliest of (A) the date when all of on which the Mandatory Shelf Registrable Securities covered by such Mandatory Shelf Registration Statement have been soldsold pursuant to the Registration Statement, (B) the date on which all the Non-Affiliated Holders ownRegistrable Securities have been sold pursuant to Rule 144 under the Securities Act, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf such Registrable Securities cease to be outstanding and (D) the date on which the Registrable Securities hereunder (such period, become eligible for sale under Rule 144 under the “Mandatory Shelf Effectiveness Period”)Securities Act. The Company shall notify each Holder when the Registration Statement has been declared effective.

Mandatory Shelf Registration. (ia) As soon as practicable following after the date hereof, and no later than February 11, 2015 in any event prior to the date that is sixty (such filing date, 60) days following the “Closing Date (the "Mandatory Shelf Filing Date”"), the Company shall use its reasonable efforts to prepare and file with the Commission SEC a Registration Statement providing on such form under the Securities Act then available to the Company for registration the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and resalefor the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors to offer and sell from time to time, on a delayed or continuous or delayed basis pursuant to Rule 415415 under the Securities Act, of any or all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form)Registrable Shares. The Company shall use its reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective as soon as practicable but in no event later than (x) the date that is ninety (90) days following the Closing Date, in the event that the Registration Statement is not reviewed by the SEC or (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SEC, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be reviewed or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act by (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days of the Commission as soon as practicable after the Mandatory Shelf Filing Datedate of such request). The Company shall use its reasonable efforts notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under (including through the Securities Act filing of any required post-effective amendments) until the earlier to occur of (Ai) five (5) years after the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on upon which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”).Qualified Public Offering is consummated and

Mandatory Shelf Registration. (i) As soon Subject to Section 5 and as practicable following the date set forth in Section 4 hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall agrees to use its reasonable best efforts to prepare and file with the Commission no later than 270 days from the date hereof a Registration Statement shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Units (including for the avoidance of doubt any Additional Units that are issued prior to the effectiveness of such registration statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, all of the Mandatory Shelf Securities (exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared become effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and, for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the LP Units which is then pending as to the effect that the effectiveness of the Mandatory Shelf Registration Statement (could reasonably be expected to have on the marketing of the initial public offering and, if so advised by such managing underwriter or any successor Shelf Registration Statement) continuously effective under underwriters and deemed to be in the Securities Act until best interests of the earlier of (A) Company, the date when all Company may delay the effectiveness of the Mandatory Shelf Securities covered Registration Statement. Such commercially reasonable efforts shall include, without limitation, responding to any comments issued by the staff of the Commission with respect to any Registration Statement and filing any related amendment to such Registration Statement as soon as reasonably practicable after receipt of such comments. The Mandatory Shelf Registration Statement have been sold, (B) shall provide for the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (Cincluding, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents) by the date on which Holders of any and all Registrable Units. Any such Underwritten Offering shall be done at the sole discretion of the Company, any underwriters in connection therewith shall be selected by the Company and participation in such Underwritten Offering shall be subject to such terms and conditions as may be agreed upon by the Company and the underwriters. In the event the Mandatory Shelf Securities cease to be Registrable Securities hereunder Registration Statement is not filed with the Commission within 270 days from the date hereof (such periodthe “Trigger Date”), the “Manager and/or its affiliates shall, as sole and exclusive liquidated damages and not as a penalty, forfeit the base management fee it is entitled to receive pursuant to the Management Agreement in respect of the period from and after the Trigger Date until the Mandatory Shelf Effectiveness Period”)Registration Statement is filed and all incentive allocations and corresponding distributions under the LP’s partnership agreement due to the Manager and/or its affiliates will be deferred from and after the Trigger Date until the Mandatory Shelf Registration Statement is filed.

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the The Company shall use its reasonable best efforts, at its sole expense, to file with the Commission prior to the expiration of the Lock Up Period, a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company providing for (a) the exchange, from time to time, of all JGWPT Holdings Common Interests held by any Stockholder other than PGHI for Class A Shares and (b) the resale, pursuant to Rule 415 under the Securities Act from time to time, of (i) such Class A Shares received upon such exchange by such Stockholders and (ii) Class A Shares received by PGHI either upon conversion of Class C Shares or upon exercise of the warrant granted by the Company to PGHI pursuant to that certain Warrant Agreement, dated as of [________], 2013 (the “Shelf Registration Statement”). The Company will notify each such Stockholder, within five (5) business days after the date on which the Shelf Registration Statement is first filed with the Commission, of the filing. The Company will use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after such filing, subject to Section 2.6(d). The Company further agrees to prepare and file with the Commission a Registration Statement providing for such amendments and supplements to such registration statement and resalethe prospectus used in connection therewith as may be necessary to keep such registration statement effective, on a continuous or delayed basis pursuant subject to Rule 415Section 2.6(d), until all Registrable Securities included in such registration statement have been sold thereunder in accordance with the method of distribution set forth therein and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (disposition or any equivalent or successor form) Rule 144 under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor formrule). The Company shall use its reasonable efforts to cause filing of the Mandatory Shelf Registration Statement to be declared effective under will not affect the inclusion of any Registrable Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf in any other Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)hereunder.

Mandatory Shelf Registration. (i) As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following but in no event later than 270 days from the date hereof, and no later than February 11, 2015 (a Shelf Registration Statement on Form S-11 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such Shelf Registration Statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of the Mandatory Shelf Securities (exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. In the event the Mandatory Shelf Registration Statement is not filed with the Commission within 270 days from the date hereof (or any successor Shelf Registration Statement) continuously effective under the Securities Act "Trigger Date"), Deerfield Capital shall forfeit the base management fee it is entitled to receive pursuant to the Management Agreement for a period commencing from and after the Trigger Date until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) is filed and the date on which Company shall defer all incentive fee payments to be paid to Deerfield Capital pursuant to the Non-Affiliated Holders own, in Management Agreement from and after the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of Trigger Date until the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)Registration Statement is filed.

Mandatory Shelf Registration. (i) As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following but in no event later than 270 days from the date hereof, and no later than February 11, 2015 (a Shelf Registration Statement on Form S-11 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such Shelf Registration Statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Mandatory Shelf Securities (the “"Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form"). The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. In the event the Mandatory Shelf Registration Statement is not filed with the Commission within 270 days from the date hereof (or any successor Shelf Registration Statement) continuously effective under the Securities Act "Trigger Date"), RCM shall forfeit the base management fee it is entitled to receive pursuant to the Management Agreement for a period commencing from and after the Trigger Date until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) is filed and the date on which Company shall defer all incentive fee payments to be paid to RCM pursuant to the Non-Affiliated Holders own, in Management Agreement from and after the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of Trigger Date until the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)Registration Statement is filed.

Mandatory Shelf Registration. (i) As soon as practicable following the date set forth in Section 4 hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts agrees to prepare and file with the Commission concurrently with the filing of a Registration Statement registration statement for an IPO, a registration statement on Form S-11 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415, 415 from time to time by the Holders of any and all of the Mandatory Shelf Registrable Securities (including for the “avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such registration statement) (such registration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre-and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form"). The Company shall use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an IPO which is then pending as to the effect that the effectiveness of the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under could reasonably be expected to have on the Securities Act until the earlier of (A) the date when all marketing of the Mandatory Shelf Securities covered by such IPO. Any Mandatory Shelf Registration Statement have been sold, (B) shall provide for the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (C) including, without limitation, an Underwritten Offering or a sale through brokers or agents), by the date on which Holders of any and all of Registrable Securities. In the event the Mandatory Shelf Securities cease Registration Statement is not filed with the Commission concurrently with the filing of a registration statement for an IPO (the "Trigger Date"), GSCP (NJ), L.P. shall forfeit the base management fee it is entitled to receive pursuant to the Management Agreement for a period commencing from and after the Trigger Date until the Mandatory Shelf Registration Statement is filed and the Company shall defer all incentive management fee payments to be Registrable Securities hereunder paid to GSCP (such periodNJ), L.P. pursuant to the “Management Agreement from and after the Trigger Date until the Mandatory Shelf Effectiveness Period”)Registration Statement is filed.

Mandatory Shelf Registration. (i) As soon as reasonably practicable following the date hereofSecond Closing, and no later than February 11September 30, 2015 2024 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its commercially reasonable efforts to prepare and file with the Commission SEC a registration statement of the Company (the “Mandatory Shelf Registration Statement Statement”) providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, 415 promulgated by the SEC pursuant to the Securities Act of all of the Mandatory Shelf Securities Shares issued to Purchasers pursuant to this Agreement (the “Mandatory Shelf Registration StatementSecurities”). The Mandatory Shelf Registration Statement shall be on Form S-1 S-3 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible ineligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 S- 1 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as soon as practicable after the Mandatory Shelf Filing Datefiling thereof. The Company shall use its commercially reasonable efforts to keep the Mandatory Shelf Registration Statement (or and any successor Mandatory Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, and (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of each Purchaser is able to sell the Mandatory Shelf Securities cease without restriction (including any volume limitation) pursuant to be Registrable Rule 144 promulgated under the Securities hereunder Act (such period, the “Mandatory Shelf Effectiveness Period”). The Company will use commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Mandatory Shelf Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Mandatory Shelf Securities for sale in any jurisdiction, as promptly as reasonably practicable. For the avoidance of doubt, the term “Mandatory Shelf Securities” shall also include (i) all of the Second Closing Shares, if any, issued to the Purchasers at the Second Closing and (ii) any other securities issued or issuable in respect of the Mandatory Shelf Securities by way of stock split, stock dividend, distribution, recapitalization, merger, exchange or similar event.

Mandatory Shelf Registration. (a) The Company agrees to (i) As soon as practicable file with the SEC on the date hereof, but in no event later than two business days following the date hereof, and no later than February 11, 2015 (a shelf Registration Statement on Form S-3 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts that covers all Registrable Securities then outstanding for an offering to prepare and file with the Commission a Registration Statement providing for registration and resale, be made on a delayed or continuous or delayed basis pursuant to Rule 415, of all of 415 under the Mandatory Shelf Securities Act or any successor rule thereto (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 ) and (or any equivalent or successor formii) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable best efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as soon as practicable reasonably practical thereafter, but in no event later than 90 calendar days after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep initial date of filing thereof; provided, that, notwithstanding the foregoing, if, during the period beginning on February 14, 2018 and ending on March 16, 2018 (the “Effectiveness Grace Period”), the Mandatory Shelf Registration Statement has otherwise satisfied all requirements for the declaration of its effectiveness under applicable SEC regulations and the Company has not filed its Form 10-K for the fiscal year ended December 31, 2017 (or any successor Shelf Registration Statementthe “2017 Form 10-K”), the Company shall not be in breach of its obligations under this clause (ii) continuously effective under for so long as the Securities Act until Company qualifies as a “Loss Corporation” within the earlier meaning of (A) the date when all Section 382 of the Mandatory Shelf Securities covered IRC and uses commercially reasonable efforts to file the 2017 Form 10-K by such February 28, 2018, but in no event later than the end of the Effectiveness Grace Period. The Company shall consult with the Shareholder if it intends to include in the Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% securities held by other securityholders of the total number of shares of Common Stock issued and outstanding at such timeCompany and, and (C) if requested by the date on which all of Shareholder, the Mandatory Shelf Securities cease to be Registrable Securities hereunder (Registration Statement will not include such period, the “Mandatory Shelf Effectiveness Period”)other securities.

Mandatory Shelf Registration. (i) As soon as practicable following After the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”)IPO, the Company shall use its reasonable best efforts to prepare qualify and remain qualified to register securities under the Securities Act pursuant to Form S-3 or any successor form thereto. As soon as practicable after the date on which the Company first becomes eligible to register the resale of securities of the Company pursuant to Form S-3 under the Securities Act, but no later than thirty (30) days after such date unless required to be postponed pursuant to Section 2(b) hereof, the Company shall file with the Commission SEC a Shelf Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration StatementRegistration”). The Mandatory ) with respect to all then Registrable Common Stock; provided, however, the Company shall not be required to file the Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or prior to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms[ ], on Form S-3 or any comparable or successor form)2014. The Company shall use its reasonable best efforts to (i) cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier initial filing of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, and (Bii) maintain the date on which the Non-Affiliated Holders own, in the aggregate, a number effectiveness of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such timeMandatory Shelf Registration Statement, and a current prospectus relating thereto, until the earliest to occur of (Cx) the date on which all of the Registrable Common Stock included in such Mandatory Shelf Securities cease to be Registrable Securities hereunder (Registration has been disposed of in accordance with such period, the “Mandatory Shelf Effectiveness Period”)Registration Statement, or (y) the date on which it is distributed to the public by a Holder pursuant to Rule 144 promulgated by the SEC pursuant to the Securities Act.

Mandatory Shelf Registration. (ia) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the The Company shall use its reasonable efforts agrees to prepare and file with the Commission SEC as soon as reasonably practicable, but in no event later than 5:30 p.m., Eastern Time on February 13, 2017 (or, if later, upon the date of the opening of the Company’s “trading window” following its 3rd quarter earnings release), a shelf Registration Statement on Form S-3 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Shareholders of any and all Registrable Securities, of all of which shelf Registration Statement shall be an “automatic shelf registration statement” as defined under Rule 405, to the Mandatory Shelf Securities extent the Company is eligible to file such automatic shelf Registration Statement (the “Mandatory Shelf Registration Statement”). The If the Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under is not automatically effective when filed with the Securities Act (or to the extent SEC, the Company is eligible agrees to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after SEC within 90 calendar days following the Mandatory Shelf Filing Datedate hereof. The Notwithstanding the foregoing, the Company shall use its reasonable efforts not be required to keep include in the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously Acquired Shares until such Acquired Shares are actually issued to the Shareholders, at which time the Company may either file a post-effective under amendment to the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been soldto add such Acquired Shares (and the Company shall use its commercially reasonable efforts to cause such post-effective amendment to be declared effective by the SEC) or, (B) the date on which the Non-Affiliated Holders ownat its option, in the aggregate, may elect to file a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the separate Mandatory Shelf Securities cease to Registration Statement covering such Acquired Shares (which separate registration statement(s) shall be Registrable Securities hereunder (such period, the “deemed a Mandatory Shelf Effectiveness Period”Registration Statement for all purposes of this Agreement).

Mandatory Shelf Registration. (i) As soon as practicable following the date hereofEffective Date, and but in any event no later than February 11, 2015 (such filing date, 60 days after the “Mandatory Shelf Filing Effective Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement on Form S-3 providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, the resale of all of the Mandatory Shelf Registrable Securities pursuant to Rule 415 promulgated under the Securities Act (such registration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company and shall use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable thereafter (but in no event later than 90 days after the Effective Date); provided, however, that if on the Effective Date the Company is not eligible to use Form S-3, the Company (i) shall notify the SS Holders of such ineligibility in writing and (ii) shall, subject to Section 3.2(b), continue to be obligated to file the Mandatory Shelf Filing DateRegistration Statement if and when it becomes eligible to use Form S-3. The Company shall not, without the written consent of the Majority SS Holders, permit any securities other than the Registrable Securities to be included in the Mandatory Shelf Registration Statement. The Company shall use its commercially reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when such time as all of the Mandatory Shelf Registrable Securities covered by registered under such Mandatory Shelf Registration Statement have been sold, (B) . The Company shall notify the date on which the Non-Affiliated SS Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of when the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)Registration Statement has been declared effective.

Mandatory Shelf Registration. (i) As soon as reasonably practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its commercially reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities Shares (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 S-3 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is not eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 S-1 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Datefiling thereof. The Company shall use its commercially reasonable efforts to keep the Mandatory Shelf Registration Statement (or and any successor Mandatory Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A1) the date when all of the Mandatory Shelf Securities Shares covered by such Mandatory Shelf Registration Statement have been sold, (B2) the date on which the Non-Affiliated Holders ownnumber of Shares owned by Xxxxxx Peak, TPR Holding Company, LLC, the sole member of Xxxxxx Peak (“TPR Holding”), and any Affiliate thereof, in the aggregate, a number of shares of Common Stock which represents represent less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C3) the date on which all of the Mandatory Shelf Securities Shares cease to be constitute Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”); provided, that any such security that ceases to be a Registrable Security under clause (2) above will again be deemed a Registrable Security if a subsequent decrease in the number of issued and outstanding shares of Common Stock results in the Holder thereof not being able to sell such securities without restriction as to volume or manner of sale pursuant to Rule 144.

Mandatory Shelf Registration. (i) As soon as reasonably practicable following the date hereofSecond Closing, and no later than February 11September 30, 2015 2024 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its commercially reasonable efforts to prepare and file with the Commission SEC a registration statement of the Company (the “Mandatory Shelf Registration Statement Statement”) providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, 415 promulgated by the SEC pursuant to the Securities Act of all of the Mandatory Shelf Securities Shares issued to Purchasers pursuant to this Agreement (the “Mandatory Shelf Registration StatementSecurities”). The Mandatory Shelf Registration Statement shall be on Form S-1 S-3 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible ineligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 S-1 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as soon as practicable after the Mandatory Shelf Filing Datefiling thereof. The Company shall use its commercially reasonable efforts to keep the Mandatory Shelf Registration Statement (or and any successor Mandatory Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, and (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of each Purchaser is able to sell the Mandatory Shelf Securities cease without restriction (including any volume limitation) pursuant to be Registrable Rule 144 promulgated under the Securities hereunder Act (such period, the “Mandatory Shelf Effectiveness Period”). The Company will use commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Mandatory Shelf Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Mandatory Shelf Securities for sale in any jurisdiction, as promptly as reasonably practicable. For the avoidance of doubt, the term “Mandatory Shelf Securities” shall also include (i) all of the Second Closing Shares, if any, issued to the Purchasers at the Second Closing and (ii) any other securities issued or issuable in respect of the Mandatory Shelf Securities by way of stock split, stock dividend, distribution, recapitalization, merger, exchange or similar event.

Mandatory Shelf Registration. (i) As soon as practicable following the date set forth in Section 4 hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall agrees to use its reasonable best efforts to prepare and file with the Commission SEC as soon as reasonably practicable, but in no event later than 18 months from December 8, 2005, a Shelf Registration Statement on Form N-2 or such other form under the Securities Act then available to the Company providing for registration and the resale, on a continuous or delayed basis pursuant to Rule 415, from time to time by the Holders of any and all of the Mandatory Shelf Registrable Securities (including for the avoidance of doubt any Additional Securities that are issued prior to the effectiveness of such shelf Registration Statement) (such registration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as soon promptly as practicable after but in any event on or prior to the Mandatory Shelf Filing Date75th day following such filing. The Upon the consummation of an IPO, the Company shall be required to (a) use its reasonable best efforts to keep file the Mandatory Shelf Registration Statement (referred to above on or any successor Shelf Registration Statement) continuously effective under the Securities Act until prior to the earlier of (Ai) 18 months from December 8, 2005 and (ii) nine (9) months following the date when all consummation of the Mandatory Shelf Securities covered by such Mandatory IPO and (b) use its commercially reasonable efforts to cause such Shelf Registration Statement have been soldto be declared effective by the SEC as promptly as practicable but in any event on or prior to the 75th day following such filing. Any Shelf Registration Statement shall provide for the resale, from time to time and pursuant to any method or combination of methods legally available (B) the date on which the Non-Affiliated Holders ownincluding, in the aggregatewithout limitation, an Underwritten Offering, a number direct sale to purchasers, a sale through brokers or agents or a sale over the internet) by the Holders, of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued any and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)Securities.

Mandatory Shelf Registration. As set forth in Section 4 of this Agreement, the Company agrees to (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 referred to in clause (or any equivalent or successor formb) under of the Securities Act definition thereof and (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall ii) use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after practicable; provided, however, that the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts have the right to keep defer causing the Commission to declare the Mandatory Shelf Registration Statement effective until up to sixty (or any successor Shelf Registration Statement60) continuously effective days after the completion of its pending initial public offering of its Common Stock under the Securities Act until IPO Registration Statement (the earlier of (A) “IPO”); and provided, further that the date when all of the Mandatory Shelf Securities covered by Company shall use its commercially reasonable efforts to ensure that such Mandatory Shelf Registration Statement have been soldshall become effective on, (B) but no later than one Business Day after, the effective date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease Registration Statement referred to in clause (a) of the definition thereof. In lieu of the foregoing, at the Company’s option, the Holders shall have the right to include any and all Registrable Shares (including for the avoidance of doubt any Additional Shares) in the Mandatory Shelf Registration Statement referred to in clause (a) of the definition thereof, in which case the Company shall use its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement to be Registrable Securities hereunder (declared effective by the Commission as promptly as practicable after the filing; provided, however, that the Company shall have the right to defer causing the Commission to declare such period, the “Mandatory Shelf Effectiveness Period”Registration Statement effective until up to sixty (60) days after the completion of its pending IPO. The Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering (provided, that such Underwritten Offering shall raise at least $20 million of gross proceeds and provided, further, that an Underwritten Offering of Registrable Shares in connection with a primary underwritten offering by the Company shall not be required to raise any amount of gross proceeds), a direct sale to purchasers, a sale through brokers or agents, or a sale over the Internet) by the Holders of any and all Registrable Shares.

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the The Company shall use its reasonable efforts to prepare and file with the Commission SEC a Registration Statement providing for registration and resale, an offering to be made on a continuous or delayed basis pursuant to Rule 415, of 415 covering all of the Mandatory Shelf Securities Registrable Shares (the “Mandatory Shelf Registration Statement”), promptly after the Plan Effective Date but in no event later than the Filing Date and shall use its commercially reasonable best efforts to cause such Mandatory Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event after the Effective Date). The Mandatory Shelf Registration Statement shall be on Form S-1 (or, if available, Form S-3) or any equivalent another appropriate form permitting registration of such Registrable Shares for resale by Holders in the manner or successor form) under manners reasonably designated by the Securities Act Majority Backstop Purchasers (including, without limitation, one or to the extent more underwritten offerings). Except as provided in Section 2(b), the Company is eligible shall not, without the written consent of the Majority Backstop Purchasers, permit any securities other than the Registrable Shares to use Form S-3 or be included in any equivalent or successor form or forms, on Form S-3 or any comparable or successor formShelf Registration Statement (as defined below). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable best efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier earliest of (A) the date when all of on which the Mandatory Shelf Securities covered by Registrable Shares registered under such Mandatory Shelf Registration Statement have been may be sold, in the opinion of counsel to the Company, in a three-month period under Rule 144 without volume or other limits, (B) the date on which all the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at Registrable Shares registered under such time, Shelf Registration Statement have been sold and (C) two years after the date on which such Shelf Registration Statement became effective with respect to the offer and sale of the Registrable Shares, plus the aggregate number of days in all applicable suspension periods set forth herein (including days when such Shelf Registration Statement was not effective or use thereof was suspended, including as a result of any of the events specified in Section 2(d), Section 5(b) or Section 5(d)). The Company shall notify each Holder when the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)Registration Statement has been declared effective.

Mandatory Shelf Registration. (i) As The Company shall use its reasonable efforts to prepare and file with the Commission, as soon as practicable following the date hereof, and no later than February 11, 2015 ninety (90) days after the date hereof (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after on or before the date that is ninety (90) days the Mandatory Shelf Filing Date. Date of the filing (or, in the event of a “full review” by the Commission, the date that is one hundred twenty (120) days after the date of the filing).. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities sold or cease to be Registrable Securities hereunder and (B) one (1) year after the Effective Date (such period, the “Mandatory Shelf Effectiveness Period”).

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the The Company shall use its reasonable best efforts, at its sole expense, to file with the Commission prior to the expiration of the Lock Up Period, a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company providing for (a) the exchange, from time to time, of all Units and Class B Shares held by any Stockholder for Class A Shares and (b) the resale, pursuant to Rule 415 under the Securities Act from time to time, of such Class A Shares received upon such exchange by such Stockholders (the “Shelf Registration Statement”). The Company will notify each such Stockholder, within five (5) business days after the date on which the Shelf Registration Statement is first filed with the Commission, of the filing. The Company will use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the expiration of the Lock Up Period, subject to Section 2.6(d). The Company further agrees to prepare and file with the Commission a Registration Statement providing for such amendments and supplements to such registration statement and resalethe prospectus used in connection therewith as may be necessary to keep such registration statement effective, on a continuous or delayed basis pursuant subject to Rule 415Section 2.6(d), until all Registrable Securities included in such registration statement have been sold thereunder in accordance with the method of distribution set forth therein and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (disposition or any equivalent or successor form) Rule 144 under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor formrule). The Company shall use its reasonable efforts to cause filing of the Mandatory Shelf Registration Statement to be declared effective under will not affect the inclusion of any Registrable Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf in any other Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)hereunder.

Mandatory Shelf Registration. (i) As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following but in no event later than 270 days from the date hereof, and no later than February 11, 2015 (a registration statement on Form S-11 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such registration statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of the Mandatory Shelf Securities (exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under could reasonably be expected to have on the Securities Act until the earlier of (A) the date when all marketing of the Mandatory Shelf Securities covered by such initial public offering. Any Mandatory Shelf Registration Statement have been sold, (B) shall provide for the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (C) including, without limitation, an Underwritten Offering or a sale through brokers or agents), by the date on which Holders of any and all of Registrable Shares. In the event the Mandatory Shelf Securities cease Registration Statement is not filed with the Commission within 270 days from the date hereof (the “Trigger Date”), Hyperion Crystal River shall forfeit the base management fee it is entitled to receive pursuant to the Management Agreement for a period commencing from and after the Trigger Date until the Mandatory Shelf Registration Statement is filed and the Company shall defer all incentive management fee payments to be Registrable Securities hereunder (such period, paid to Hyperion Crystal River pursuant to the “Management Agreement from and after the Trigger Date until the Mandatory Shelf Effectiveness Period”)Registration Statement is filed.